Board Minutes – Reclassification of Shares only

PLEASE BE AWARE THAT THE ECONOMIC CRIME & CORPORATE TRANSPARENCY ACT 2023 IS BEING IMPLEMENTED IN PHASES AND MAY CHANGE THIS TEMPLATE. 

These Board Minutes – Reclassification of shares can be used where a class of shares is reclassified, but only where no class rights are varied at the same time.

Use these minutes to reclassify a class of shares without varying class rights

The process of converting issued shares from one class into another is called redesignation, reclassification or renaming of shares. Companies may reclassify shares following a sale or re-organisation of a company, or for administrative, historical or family reasons where shareholders choose or need to hold different classes of shares.

Key legal and filing steps: ordinary resolution, SH08 and s.636 CA 2006

Assigning a new name or other classification to a class or description of shares requires the company to notify the Registrar under section 636 of the Companies Act 2006. To comply with section 636, the company will need to pass an ordinary resolution approving the reclassification procedure and file Form SH08 with Companies House.

The company’s articles of association should also be checked to see whether they specify any additional procedural requirements.

If class rights are also being varied, use a different template

If the rights attached to a class of shares are varied as part of the reclassification process, the Companies Act 2006 rules on variation of class rights must be followed.

• Board Minutes – reclassification of shares and variation of class rights
• Guidance Note: Reclassification of shares and class consents

Board Minutes – Reclassification of Shares only is part of Corporate. Just £38.50 + VAT provides unlimited downloads from Corporate for 1 year.